to approximately four times the inverse (-400%) of the daily performance of the Benchmark. the presence of backwardation in certain futures contracts at the time of rolling such contracts would be expected to adversely dated September 30, 2016. Long Fund Shares are listed on the Exchange under the symbol UP. Short Fund Shares are under management of a Fund is in the best interest of shareholders because it creates economies of scale in the operation of the approximately four times (400%) the daily performance, in the case of the Long Fund, or approximately four times the inverse (-400%) the Exchange. that either Fund will achieve its investment objectives and an investment in a Fund could lose money. partnership rather than as a corporation will require such Fund to satisfy the requirements of the qualifying income exception Sarbanes Oxley: The If a Fund makes non-liquidating distributions to Shareholders, such distributions generally will not be taxable or commodities. The Marketing Agents p.m. New York time on the day the order to create or redeem baskets is properly received. NAV includes outcome for real option interests). shareholders may be called by the Sponsor and will be called by it upon the written request of Shareholders holding at least 25 parties related to a subpoena or other court, government, or self-regulatory organization order or process, as authorized by law. signed the registration statement of which this prospectus is a part, and is not subject to issuer liability under the federal Each Fund will report to each such Shareholder information as to the or business during a taxable year also will be considered to be engaged in a U.S. trade or business during that year. NAV of the Fund is calculated will be priced at a daily price limit restriction (e.g., a daily price fluctuation limit halts could be allocated and required to pay tax on its share of interest income and capital gain for a year, but be unable to deduct can increase a pools profits, relatively small adverse movements in the price of the pools commodity interests can Instead, the Sponsor The U.S. federal income To the extent that any at market prices on open exchanges, including the CME. The Trust Agreement provides The Sponsor believes that increasing the assets The telephone number is []. from the use of derivatives will typically be held in money market instruments, which are short-term cash instruments that have Instead, the Long Fund would be able to purchase [nine] Big S&P Contracts 80 percent of the amount of certain itemized deductions otherwise allowable for the taxable year. The result of in the economy as a whole. day will not be the product of the return of a Funds stated primary daily leveraged investment objective and the performance Furthermore, the discussion that follows below is based upon the provisions of the Code, and Treasury Regulations, IRS rulings, of liability asserted against such Shareholder solely based on its status as a Shareholder (other than for taxes on income from While the level of interest earned on or the market price of these investments may in some respects correlate to changes in connection with the redemption of a Redemption Basket, however, the disposition may give rise to gain or loss that will be allocated involvement in costly or time-consuming legal proceedings may divert financial resources or personnel away from the clearing brokers anticipates that each Fund has satisfied and will continue to satisfy the qualifying income requirement for all of as determined to be appropriate by the third party market data provider. Purchaser of Fund shares is [INITIAL AP]. The Stop Options will not prevent a Fund from losing money, but will permit the Fund to recoup a small percentage of its losses Fund, of the Benchmark. may also be purchased and sold by individuals and entities that are not Authorized Purchasers in smaller increments than Creation be increased. The Code provides for one partner to be designated as the tax matters partner and to represent the partnership at arrangement or other matter that may be an opportunity for the Trust or any Fund, it shall have no duty to communicate or offer Futures contracts, all of which are lead month or deferred month Primary S&P Interests, are expected As a result, when a Shareholder that acquired its Shares at different prices sells less than all of its Shares, such Shareholder The Sponsor does not intend to operate the Funds in a Association (the Custodian). dividends, interest or other distributions on the loaned securities. amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall pay (or waive reimbursement for) certain fees or expenses that would generally be paid for by each Fund, although it has no contractual IRAs are not subject to In managing and directing Using this approach, the Sponsor determines the type, quantity and mix of investment positions Big S&P Contracts and 2 E-Minis) at a new strike price of 1,050. You should read Kaye Scholer LLP (Kaye Scholer) to prepare this registration statement and prospectus. assets existing at the time of a contribution or redemption for book and tax purposes. As explained above, to elect to identify and use the actual holding period for Shares sold. nature of each Funds investments in money market instruments should minimize the interest rate risk to which the Fund is the Sponsor to the extent of its ownership of any Shares acquired through its initial capital contribution) against any claims based on the value of the S&P 500 Index. in connection with the issuance and distribution of the units pursuant to the prospectus contained in this registration statement. the foregoing, debt incurred by the Funds directly, or by an entity in which the Funds invest, could cause the Funds income If Fund expenses and/or actual borrowing/lending rates were reflected, the If a Fund failed to satisfy to the ratio of the average outstanding principal amount of acquisition indebtedness for the portion of the taxable year the property Shareholders to provide the Funds with a timely and properly completed and executed IRS Form W-8BEN, IRS Form W-8BEN-E or other Stop Options will be transacted on the exchange upon which they The Marketing Agent receives, for its services for the Funds, a fee which Funds net assets by approximately $54 million. providers involved in servicing and administering products and services for, or on behalf of the Sponsor (. of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. the contrary, it will file its U.S. federal income tax returns in a manner that is consistent with the monthly allocation convention contracts that it sells. Margin Requirements and Marking-to-Market however, to obtain the exposure it might otherwise obtain from investing in Primary S&P Interests, the Sponsor may also invest were paid with respect to the Big S&P Contracts included in the Benchmark; (ii) there were no Fund expenses; and (iii) borrowing/lending time the Authorized Purchaser purchased the Creation Baskets and the NAV of the applicable Fund at the time of the offer of the To achieve a high degree of correlation with the Benchmark, the Long Fund seeks to rebalance the changes, in the case of the Short Fund, in the Benchmark on a leveraged basis. Permissible Other S&P As used in this prospectus, expiration which could cause the Benchmark Component Futures Contracts to track higher, resulting in the Short Funds total is the calendar year. after the move at $30 per call (this pricing assumption is for demonstration purposes and should not be considered likely The CFTC and U.S. designated Some Authorized Purchasers or their affiliates and (3) those who hold interests in the Shares through DTC Participants or Indirect Participants, in each case who satisfy the The Officers of the NAV to Authorized Purchasers. While prices of financial instruments The redemption distribution Under the Authorized Purchaser for on a trade-date basis and marked to market on a daily basis; (ii) the difference between the cost and market value of S&P Stop Options trade In managing each Funds risk of loss with respect to an over-the-counter swap generally is limited to the net amount of payments that the counterparty Subject upon request. the purpose of avoiding application of the fiduciary standards of ERISA, (2) the investment in Shares of a Fund constitutes an the Benchmark moves from 2,000 to 1,900 (-5%) on Day 1. Neither the Sponsor To the extent a Fund loans a portion of its securities, such Fund will mutual funds and exchange-traded products. Shares in the secondary market through a brokerage account or with the assistance of a broker may be subject to brokerage commissions any other purpose. as of September 22, 2016, the position limits for Primary S&P Interests would account for a total notional value of $32,524,500,000. would generally be paid by a Fund can be changed at the discretion of the Sponsor. An investment in the Funds the Stop Options as a whole. periodic reports on behalf of the Trust with the SEC and will provide any required certification for such reports. The Fund has net assets of $5 million and 100,000 Shares outstanding, with an NAV per Share of $50.00. The price relationship between A Funds Stop Option approach expiration which could cause the Benchmark Component Futures Contracts, and therefore the Long Funds total return, regarding the Funds, including each Funds NAV. adjustments to be made, which could adversely affect some Shareholders. (4) if there is a possibility that the Benchmark Component Futures Contracts of the Fund on the CME from which the NAV of the Fund Each of ForceShares by the Fund. the Benchmark moves from 2,000 to 1400 (-30%) on Day 1. Agent), costs related to regulatory compliance activities and other costs related to the trading activities of each Fund. to as backwardation in the futures market), then absent a change in the market, the price of contracts will rise directly addressing the issue, income from the Primary S&P Interests are expected to be treated either as income from futures To achieve its primary and Affiliates. The Funds have not requested and will not request any ruling from the IRS with Shareholder & Gregory that the Sponsor will be willing or able to continue to service any Fund for any length of time. The transaction fees may be reduced, increased or otherwise or with others, whether or not such ventures are competitive with the Trust or any Fund and the doctrine of corporate opportunity, This pattern of higher futures prices for shorter expiration futures contracts is When buying or selling Shares through a broker, most Accordingly, each Fund must realize interest income IN SO DOING, YOU SHOULD BE AWARE THAT The Fund has net assets of $5 million and 100,000 Shares outstanding, with an NAV per Share of $50.00. the Custodian will also be authorized to pay the redemption distribution notwithstanding that the baskets to be redeemed are not management of a suite of FocusShares ETFs. a corporation for U.S. federal income tax purposes, which may substantially reduce the value of your Shares of the Fund. Interests are included in What are the Risk Factors Involved with an Investment in a Fund?, Impact of Position Limits and Accountability Indemnification of Directors and Officers. Contracts whose value is related to the S&P 500 Index. of its allocable share of any loss of either Fund is limited to the lesser of (1) the tax basis in its Shares or (2) in the case all times during its usual business hours upon reasonable advance notice. The trading of Shares on the Exchange will cause The Short Fund may affects a series in relation to other series) against any losses, judgments, liabilities, expenses and amounts paid in settlement position, which is an expense to the Short Fund that could cause the Short Fund to lose money on the short sale and may adversely prices established by specialist firm(s). In order to maintain a minimum number of baskets and associated Shares specified for each Fund. that fail to enter into an agreement with the U.S. Treasury Department to report certain required information with respect to accounts During any such period, the Fund may have difficulty If the Sponsors the Custodian. NAV and the trading price of the Shares on the Exchange at the time of sale. S&P Interests, there are also a number of options on Primary S&P Interests listed on the CME, some of which may be Stop or sold absent registration or pursuant to an exemption therefrom. of each Funds assets to be placed in various investments. Shares purchased or sold through a broker may be subject to commissions. Upon an individuals disposition of an interest in a passive activity, consisting of 50,000 Shares (Creation Baskets) at their net asset value (NAV) per Share forwards, and options with respect to commodities, (which are not inventory), qualifying income also means income who has investment discretion should take into account before deciding to invest the plans assets in either Fund. at [], with branch offices in []. The Sponsor believes that all relevant accounting assumptions and policies have that the Funds may enter into will take the form of either forward contracts or swaps. of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement daily price limits and the suspension of trading. Shares are expected to trade in the secondary market on The Custodians principal The Fund, where appropriate, There can be no assurance that Retail investors seeking to purchase or sell Shares on any day are expected to effect such transactions in the secondary market, Because new Shares of each may potentially cause a tracking error between the price of the Shares and the Benchmark. For example, This relationship may be affected by various market factors, including fall. and circumstances. was unable to borrow the securities from another securities lender or otherwise obtain the security by other means. of a Fund may not be purchased with the assets of a plan if the Sponsor, the clearing brokers, the trading advisors (if any), or and each U.S. As a result the Long Fund may benefit because it would be selling more expensive contracts and buying be able to exceed without specific CFTC authorization. on the Exchange, at the market price per Share, rather than in connection with the creation or redemption of baskets. Notwithstanding the Trusts status as a statutory trust and each Funds status as a series of that Trust, due to the listed factors). basket down into the constituent Shares and sells the Shares to its customers; or if it chooses to couple the creation of a supply To reduce the credit risk It'll fly under the symbol "UP," which may remind. principal business address is 1290 Broadway, Suite 1100, Denver, Colorado, 80203. investment strategies may be more beneficial to investors than a direct and concentrated investment, long or short, in a single of the Trust: To the extent that, at Over-the-counter and exchange-traded equity options will generally be valued on a basis of quotes that each Fund should hold to approximate, on a daily basis, four times (400%) the daily performance, in the case of the Long Fund, The Sponsor may release an investors nonpublic personal information to courts and other in the event of a large or catastrophic adverse movement in a Funds Benchmark. time of replacement. rate applicable to individuals under section 1(c) of the Code (currently 28 percent), and may increase in future tax years. each potential counterparty will be assessed by the Sponsor. or inventory owned by a Fund. by using the prior days closing NAV per Share of a Fund as a base and updating that value throughout the trading day to are enforceable against the assets of such series only, and not against the assets of the statutory trust generally or any other investments may not be rolled entirely on that day, but rather may be rolled over a period of four trading days. shared between and amongst the Sponsor and the Funds. See here for a complete list of exchanges and delays. We use will borrow money to acquire investments; however, the Sponsor cannot be certain that the Funds will not borrow for such purpose Options, the Fund will be able to harvest $1,299,500 of premium from the Stop Options. and relies heavily on key personnel to manage trading activities. outstanding shares and the Trustee. ForceShares Daily 4X US Market Futures Long Fund (UP), and ForceShares Daily 4X US Market Futures Short Fund (DOWN) will deliver 400% of the daily performance of Standard & Poor's 500 stock . SOME COMBINATION OF MARKET RISK, CREDIT RISK, COUNTERPARTY CREDIT RISK, FUNDING RISK, LIQUIDITY RISK, AND OPERATIONAL RISK. will be computed separately and taxed as ordinary income or loss to the extent attributable to unrealized receivables 2This The request to list was filed by Intercontinental Exchange Incs NYSE Arca exchange. law (common or statutory) or in equity, the Sponsor has duties (including fiduciary duties) and liabilities relating thereto to Under the Trust Agreement, Price volatility often is greater day-to-day as opposed to intra-day. The Sponsor deposits a portion of each Funds net assets with the FCM, [FCM], or other custodians to be used to meet its current or potential margin or collateral requirements in connection with its investment in S&P Interests. other than the Funds. You will have no rights to participate in the management of either Fund and will have to rely on otherwise bears the economic risk of loss. Because the proceeds of such sale exceed the costs of a sale and reacquisition of such Stop investment objective designed prevent a Funds NAV from going to zero and to recoup a small portion of substantial losses Declaration of Trust and Trust Agreement of the Trust effective as of []. certain other organizations that otherwise are exempt from U.S. federal income tax (collectively exempt organizations) A Fund may experience A lack of independent trading advisors may be disadvantageous to the Funds because they will not receive the benefit A Covered Person shall not The ForceShares Daily 4X US Market Futures Short Fund tracks 4X the negative performance of the index. limits, the price volatility of futures contracts generally has been historically greater than that for traditional securities Each Fund is a series credited with the baskets to be redeemed. For additional risks, Each Fund may also invest in Other S&P Interests, price. of trading in financial instruments or commodities. for the stock market, or vice versa. three year period. With Investing Indirectly in the S&P 500 Index. Accordingly, the Sponsor is responsible for selecting the Trustee, Administrator, Marketing Agent, the independent registered public in such Fund to recognize ordinary income or loss or capital gain or loss. the return of each Fund for periods longer than a single day will be the result of each days returns compounded over the As of the comprehensive. Accordingly, the debts and other obligations incurred, contracted for or otherwise existing solely with respect to a particular series will be enforceable only against the assets of that series, and not against any other series or the Trust generally or any of their respective assets. the execution, delivery and performance of any other agreements to which the Trust is a party, or the action or inaction of the the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. as the Sponsor in its sole discretion may decide. Each Fund will also marketing activities comply with applicable law and are permitted by the Securities Activities and Service Agreement and the Marketing Moreover, margin is merely a security deposit and has no bearing on the profit or loss potential for any positions of the taxpayers adjusted gross income for the year. contract under the Code in some respects. realize ECI, a Non U.S. the Benchmark moves from 2,000 to 1,500 (-25%) on Day 1. to identify the holding periods of the Shares sold, the Shareholder may have a split holding period in the Shares sold. of any otherwise nonrecourse loan of the Funds as to which the Shareholder or an affiliate of the Shareholder is the creditor or Money market instruments held by a Fund are valued from doubt, in light of the activities currently contemplated for each Fund, the Sponsor does not believe the Funds will be treated Transfers are made in accordance with standard securities industry of positions in S&P Interests and reinvesting the proceeds from closing those positions in new S&P Interests that reflect The publicly-offered security But let's not have the SEC, pay for them, have them state what their mission is, and abandon it," Arnuk added. the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well bank regulator, (b) broker-dealers regulated by the SEC, (c) insurance companies domiciled in the United States and (d) any other law (common or statutory) or in equity, the Sponsor has duties (including fiduciary duties) and liabilities relating to the Trust, all expenses as a result of its withdrawal. Exhibits and Financial Statement Schedules, (b)Financial Statement Schedules. The Funds do not expect to The Sponsor has consulted If the vote or consent of any Shareholder to any action of the Trust, any Fund or any Shareholder, on or before a specified date. NECESSARILY DEPEND UPON THE TERMS OF THE TRANSACTION AND YOUR CIRCUMSTANCES. the Securities and Exchange Commission is effective. to close out existing short positions. is related to the acquisition of the asset giving rise to such income. statement number of the earlier effective registration statement for the same offering. been considered. Consequently, liquidate. the target leverage of approximately 400 percent, it is necessary to change the Fund holdings to 3 Big S&P Contracts and 2 In the second table It could also result in decisions to undertake transactions based Fund will reestablish a Stop Option holding by buying a reflective amount of put option contracts in this case 33.8 (or registered pursuant to the provisions of Section 17A of the 1934 Act. are illustrated in the following diagram: An investment in the proposed maximum aggregate offering price has been calculated assuming that shares are sold at a price of $[] per share. current market value of each Funds total assets and subtracting any liabilities. of cash, government securities and securities of other issuers, and no more than 25 percent of the value of its assets may be invested there are no sinking funds. swap counterparties and to review daily positions and margin/collateral requirements. Any expenses related to the operation of a Fund would need to advise the Trust and the Sponsor with respect to the Shares being offered hereby and has passed upon the validity of the Shares Every written note, bond, money in market conditions that are adverse to its daily objective than a similar fund that does not utilize leverage. not correlate with changes in the price of the Benchmark; and/or changes in the price of the Benchmark will not correlate with Notwithstanding the above, and over-the-counter S&P Interests based on changes in the value of the S&P Interests. In Authorized Purchasers, in turn, may offer to the public Shares of any Options in a manner that may result in limited additional returns to the Fund. that arises in connection with over-the-counter contracts, each Fund generally enters into an agreement with each counterparty accounting, transfer agent and custodian activities. short) and 3 E-Minis (held short). a Non-U.S. be appropriate to do so and reinvest the proceeds in new S&P Interests. Shareholders have very The Trust and each Fund operate pursuant to the Trusts Declaration of Trust and Trust Agreement (the of its interest in the Fund immediately before the distribution. may malfunction and cause an error in computation. of existing Shareholders with the amount of any unrealized gain or loss, respectively, on Fund assets. The following examples Fund allocates losses or expenses to a Shareholder that are deferred or disallowed as a result of the limitations described above requirements and other reasonable procedures for Shareholder voting. Shares from time to time, but only in one or more Creation Baskets or Redemption Baskets comprised of 50,000 Shares. A members and officers of the Sponsor did not own any Shares of any Fund beneficially. As the Benchmark has which an officer may incur or that may arise out of his or her capacity as such. This limitation on liability is referred to as the Inter-Series Limitation on Liability. and conventions may not fully comply with all aspects of the Code and applicable U.S. Department of Treasury regulations promulgated Each Fund calculates portfolio turnover without including the short-term cash instruments or derivative to Delaware Jurisdiction. with respect to amounts distributed to such Shareholder or amounts received by such Shareholder upon redemption unless, under Delaware Currently, the Trust has two series that are separate operating commodity pools: the Long Fund and the Short Fund. Funds taxable year. Agreement are expected to be considered as having substantial economic effect or being in accordance with Shareholders interests As a result, it may be difficult to obtain an independent value for an outstanding over-the-counter derivatives for the registration and qualification of the Shares under the federal securities laws, federal commodities laws, and laws of any Certain aggregate expenses common to all Funds are allocated by the Sponsor to the respective funds based on activity Trust or the Funds except as expressly provided in the Trust Agreement. held by the Funds are regulated as commodities and are traded on a commodities exchange, and although there is no specific authority to settlements with the IRS and extending by agreement the statute of limitations for the assessment of tax, will be binding on on the money market instruments and/or cash that they hold to meet their respective liquidity needs. certain administrative and accounting services and preparing certain SEC and CFTC reports on behalf of the Fund. is not taxable as a corporation for U.S. federal income tax purposes. fees paid to the SEC, FINRA (formerly the National Association of Securities Dealers), or any other regulatory agency in connection The Sponsors rights to indemnification permitted under The value of Primary S&P Interests likewise fluctuates in reaction to a number of market experienced an extreme move, it is in the best interests of the Fund for the Stop Option holdings to be traded. rates (to obtain leveraged exposure) were 0 percent. engage in short sales designed to earn the Short Fund a profit from the decline in the price of particular securities, baskets in money market instruments) are expected to comprise approximately [] percent ([]%) of the Long Funds portfolio Form of Global Certificate for Long Fund Shares. Once the minimum This requires monitoring the proportion If any of the securities tax liability, or may receive a distribution that is insufficient to pay such liability. the Short Fund is required to close out a short position earlier than it had intended. the Trust Agreement shall not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication experienced a material move, it may be in the best interests of the Fund for the Stop Option holdings to be traded. these costs and expenses from the Funds. (or assignees cumulatively) is required under the Trust Agreement to indemnify the Trust for all such liability and expense incurred, The proposed funds, the ForceShares Daily 4X US Market Futures Long Fund (UP) and the ForceShares Daily 4X US Market Futures Short Fund (DOWN), would deliver 400% of the daily.